Force Majeure in Commercial Leases: What COVID Taught Us
When COVID-19 shut down storefronts and offices across the country, many small business owners turned to their leases looking for relief. For some, the “force majeure” clause became a lifeline. For others, it was a frustrating dead end.
If you’re signing or renewing a commercial lease today, you can’t afford to skip over this section. A single paragraph could determine whether you still owe rent if disaster strikes.
This post breaks down what force majeure means, where the gaps are, and how to negotiate smarter.
What Is a Force Majeure Clause?
In plain English, force majeure means “unforeseeable events beyond anyone’s control.” In a lease, it’s meant to excuse performance, like paying rent or delivering services, if certain extreme events happen.
Common examples:
- Natural disasters
- Fires or floods
- Wars or terrorism
- Government orders or restrictions
Before COVID, pandemics rarely appeared in these clauses. That changed overnight in 2020.
COVID’s Big Lesson: Coverage Isn’t Guaranteed
When lockdowns began, many tenants assumed force majeure would protect them from paying rent. But here’s what happened:
- Some clauses only covered the landlord’s obligations, not the tenant’s.
- Many excluded payment obligations entirely, meaning you still owed rent even if you couldn’t operate.
- “Pandemic” or “public health emergency” wasn’t listed, so courts often ruled against tenants.
In short: just having the clause wasn’t enough.
Strengthening the Clause: 5 Key Points to Negotiate
1. Cover Both Sides Equally
Many leases protect the landlord more than the tenant. Push for language that excuses your obligations too, including rent, if operations are impossible.
2. Add Specific Events
Don’t rely on vague “acts of God” wording. List pandemics, public health emergencies, supply chain breakdowns, and government shutdowns explicitly.
3. Address Rent Relief, Not Just Delays
A clause that simply delays rent payments can still crush your cash flow. Try to negotiate partial or full rent abatement if closure exceeds a set time frame.
4. Include Trigger Conditions
Spell out what qualifies as force majeure, for example, “a government-mandated closure lasting more than 14 days.” This avoids arguments later.
5. Keep Renewal Periods in Mind
Force majeure disruptions can affect your ability to hit sales targets or exercise renewal options. Tie those rights to adjusted timelines if closures happen.
The Takeaway
Force majeure is one of the most overlooked small business lease clauses. COVID proved that vague or one-sided language leaves tenants vulnerable.
Before signing your next lease:
- Read the clause in full.
- Make sure it covers your obligations.
- Push for clear, specific, and balanced language.
A few extra minutes negotiating now can protect you from months of financial pain later.